Inc. Grocery, Uniform Commercial Code (UCC)
Does Article 2 of the Uniform Commercial Code (UCC) apply
to the contracts between Grocery, Inc. and its vendors? Do
common law contracts apply? Explain your answer in detail. Your
answer should compare and contrast law contracts and UCC Article
2 contracts.
The Uniform Commercial Code (UCC) Article 2 applies only to
contracts for the sale of goods. The definition of goods is
defined as goods that are tangible, movable, or personal
property. However, UCC Article 2 does not apply to real estate
contracts or employment contracts. Common law contracts are for
the sale of services or intangible items. UCC would only apply
contracts that are established on actual sales and the way the
sales are conducted. Contracts Grocery, Inc. would have with the
vendors are normal contracts with only the shipping and payment
terms using the UCC Article 2. Common law contracts are made
between two individual parties. If Tom is willing to allow Jeff
to work with him for the summer, then there are no contracts
being affected.
There would be no common law contract either
due to Jeff is not of majority age. He is still considered a
minor resulting in he cannot sign contracts and be held liable
for such contracts.
Grocery, Inc. Renovation
Who Wins? Explain your answer.
An injunction is a court order prohibiting the other party
from performing a certain act. The petitioning party must show
where if the injunction is not ordered, there will be
irreparable damage or injury. A breach of contract occurs when
one party fails to comply with a written legal contract.
Specific performance is only considered when the act being
performed is unique or rare. Grocery, Inc. must prove to where
irreparable damage has occurred. This can be proven using the
facts of the poor work provided by Company B in result of
Company A sub-contracting Company B. Company A is in breach of
contract due to they did not perform the renovation themselves.
If Grocery, Inc. had set blueprints of the renovations drawn up
and the blue prints were specific to Company As work habit, it
is considered a unique or rare act. If there was no provision in
the agreement to where Company A had the right to delegate the
duties of Company A to any other company, Company A needed to
get written permission from Grocery, Inc. before sub-contracting
Company B. Since Grocery, Inc. had no knowledge of the transfer
to Company B, Company A is in violation of inferior performance
and material breach. Company A has no grounds for Commercial
Impracticability due to the contract was signed and started
prior to the increase in jobs. Also, once the six-month time
limit was up Grocery, Inc. had the right to rescind the contract
and only pay the fair market value of the work provided.
Therefore, in my opinion Grocery, Inc. would win the case
and Company A could be liable for the damages which Grocery,
Inc. accrued and for the time frame the business was closed due
to lack of work quality.
Grocery, Inc. (Jeff)
What are the possible outcomes? Explain your answer.
There are two possible outcomes of this case. The first
thing to evaluate is the capacity of Jeff. If Jeff is under the
majority age of 18, then Jeff can return the car to Steve and
automatically void the contract. In the event of Jeff returning
the car, Steve can perform an assessment to verify Jeff received
some economic benefits for the use of the car for the six
months. If Steve can verify this, Steve is entitled to an
economic adjustment for the time period Jeff used the car. This
may result in Jeff getting some of the money paid, or Steve can
keep all the money and the car. In this case, the end results
could be in favor of Steve.
If Jeff turns 18 during the time of possessing the car and
does not avoid the contract in a reasonable time period, Steve
is entitled to the balance of the car and awarded compensation
for the cars market value from the time Jeff used the car. In
this case, the end results would be in favor of Steve.
Gap Filling Rule (Cereal, Inc.)
Analyze gap filling provisions of UCC Article 2 as they
pertain to the terms of this contract. What rights or defenses,
if does any, Cereal, Inc. have under contract law? Analyze the
remedies available to Grocery, Inc. and Cereal, Inc. Explain all
answers in detail.
Due to Grocery, Inc. sending a facsimile twelve days before
delivery was sent, Grocery, Inc. has the right to reject the
delivery of cereal that was sent due to it was not what was
ordered from Cereal, Inc. Cereal, Inc. sent 15 cases of cereal
to Grocery, Inc.s stores without calling Grocery, Inc. to
notify them of the lack of variety of cereals. When the flood
occurred, Cereal, Inc. should have notified Grocery, Inc. for
further information on what Grocery, Inc. wanted done. When
there is a contract without all the details such as types of
cereal or delivery locations to stores, gap filling provisions
are in place provided by the UCC. Delivery in single lots or
several lots, Absence of Specified Place for Delivery, Shipment
by Seller, and Absence of Specific Time Provisions are some gap
filling provisions Cereal, Inc. can put in place due to the
contract does not state these provisions. Cereal, Inc. has the
right to rescind the contract due to they cannot fulfill the
contract needs. Grocery, Inc. and Cereal, Inc. can come to an
agreement to where Grocery, Inc. will accept the shipments, but
they have the right to amend the contract to site specific
cereals wanted.
Harry and Tom: Breach of Contract
Who wins? Explain your answer.
Tom made the offer to Harry of selling his trains to Harry
when Tom retires from Grocery, Inc. in two years. In those two
years, Harry spent most of his savings to build a 2,000 sq. feet
room to make room for the trains. Tom heard about Harry selling
his own trains and could have assumed Harry gave up on trains.
Harry could have sold his trains to save enough money to buy
Toms trains due to he valued Toms trains with more respect. I
think Harry can win the case due to promissory estoppel is
defined where the promise actually relied on the promise, the
promisees reliance was reasonably foreseeable to the promisor,
and principles of equity and justice are served by providing
compensation to the reliant party (Melvin, S. 2011). In this
instance, Tom made the statement to where he would sell the
trains to Harry, resulting in Harry selling his own collection
and spending his savings to build an addition for Toms trains.
Grocery, Inc. (Jason)
Who bears the risk? Explain your answer.
Free On board (F.O.B.) does not apply to this contract of
the sale of peaches to Grocery, Inc. from Jason due to there is
no freight ship involved. F.O.B. only is available when an
International transaction is occurring. Jason hired an
independent trucker out of his own pocket to deliver the peaches
to Grocery, Inc. The independent trucker was obligated to notify
Jason as soon as the truck broke down for Jason to find another
way to transport the peaches. Jason was then obligated to notify
Grocery, Inc. of the lapse of transport and then maybe Grocery,
Inc. could have helped find another way for the peaches to get
to the store. Therefore, Jason bears the risk for the peaches
until the peaches are delivered to Grocery, Inc. in good shape.
Supplier, Inc. (Bill)
Is there a contract? If so, what are the terms? Explain
your answer. Also, discuss the use of Supplier, Inc.s oral
testimony at trial.
Grocery, Inc. could not be held liable to uphold the
contract signed by Bill due to he did not have the authority to
sign such contract. The preprinted supply contract was held
between Bill, a nonmerchant, and Supplier, Inc., a merchant.
Since Bill is considered a nonmerchant, the provisions in the
boilerplate contract cannot be used in the contract. The
provisions can only be used when the contract is between two
merchants. The oral testimony provided by Supplier, Inc. is not
useful in this case due to they cannot use the words from Bill
due to he is only an employee of Grocery, Inc., not an owner or
manager.
Cheeseman. (2011) Chapter 16. Remedies for Breach of
Traditional and Online Contracts. Reviewed on March 11, 2012
from
http://wps.prenhall.com/bp_cheeseman_blaw_5/8/2291/586534.cw/393
8995/index.html
Melvin, S. (2011) The Legal Environment of Business.
Chapter six.